EX-25.1 5 v16092exv25w1.txt EXHIBIT 25.1 EXHIBIT 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ----------------------------- [ ] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A NATIONAL BANKING ASSOCIATION 94-1347393 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) 101 NORTH PHILLIPS AVENUE SIOUX FALLS, SOUTH DAKOTA 57104 (Address of principal executive offices) (Zip code) WELLS FARGO & COMPANY LAW DEPARTMENT, TRUST SECTION MAC N9305-175 SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR MINNEAPOLIS, MINNESOTA 55479 (612) 667-4608 (Name, address and telephone number of agent for service) ----------------------------- VERASUN ENERGY CORPORATION (Exact name of obligor as specified in its charter) SOUTH DAKOTA 20-3430241 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 100 22ND AVENUE BROOKINGS, SOUTH DAKOTA 57006 (Address of principal executive offices) (Zip code) ----------------------------- 9 7/8% SENIOR SECURED NOTES DUE 2012 (Title of the indenture securities) ================================================================================ Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Treasury Department Washington, D.C. Federal Deposit Insurance Corporation Washington, D.C. Federal Reserve Bank of San Francisco San Francisco, California 94120 (b) Whether it is authorized to exercise corporate trust powers. The trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibit 1. A copy of the Articles of Association of the trustee now in effect.* Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** Exhibit 3. See Exhibit 2 Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06. ** Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721. *** Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc file number 333-125274. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 7th day of March 2006. WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Timothy P. Mowdy ---------------------------- Timothy P. Mowdy Vice President EXHIBIT 6 March 7, 2006 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Timothy P. Mowdy ---------------------------- Timothy P. Mowdy Vice President Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business December 31, 2005, filed in accordance with 12 U.S.C. Section 161 for National Banks.
Dollar Amounts In Millions -------------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 15,347 Interest-bearing balances 1,496 Securities: Held-to-maturity securities 0 Available-for-sale securities 37,327 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 2,394 Securities purchased under agreements to resell 950 Loans and lease financing receivables: Loans and leases held for sale 37,316 Loans and leases, net of unearned income 255,460 LESS: Allowance for loan and lease losses 2,122 Loans and leases, net of unearned income and allowance 253,338 Trading Assets 6,375 Premises and fixed assets (including capitalized leases) 3,846 Other real estate owned 173 Investments in unconsolidated subsidiaries and associated companies 377 Customers' liability to this bank on acceptances outstanding 70 Intangible assets Goodwill 8,735 Other intangible assets 13,074 Other assets 22,440 ------------- Total assets $403,258 ============= LIABILITIES Deposits: In domestic offices $295,315 Noninterest-bearing 82,04 Interest-bearing 213,270 In foreign offices, Edge and Agreement subsidiaries, and IBFs 24,081 Noninterest-bearing 5 Interest-bearing 24,076 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 12,959 Securities sold under agreements to repurchase 4,684
Dollar Amounts In Millions --------------- Trading liabilities 5,276 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 5,267 Bank's liability on acceptances executed and outstanding 70 Subordinated notes and debentures 7,830 Other liabilities 11,951 --------------- Total liabilities $367,433 Minority interest in consolidated subsidiaries 54 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 520 Surplus (exclude all surplus related to preferred stock) 24,671 Retained earnings 10,249 Accumulated other comprehensive income 331 Other equity capital components 0 --------------- Total equity capital 35,771 --------------- Total liabilities, minority interest, and equity capital $403,258 ===============
I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Karen B. Martin Vice President We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. Dave Munio John Stumpf Directors Avid Modjtabai